Contract analysis

1. Registration Statement Preparation and Filing. Drafting and filing of the Company's registration statement on Form S-1 under the Securities Act of 1933, as amended (the "Securities Act"), including all exhibits and financial-statement schedules. The initial submission is expected to be made on a confidential basis pursuant to Section 6(e) of the Securities Act, as made available to emerging growth companies under

2. SEC Review and Comment-Letter Responses. Preparation of responses to comments received from the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the "SEC"), including coordination with the Company, the underwriters, the independent auditor, and other advisors in preparing and filing amendments to the registration statement.

3. Underwriting Agreement. Negotiation and drafting of the underwriting agreement between the Company, the Selling Stockholder, and the several underwriters named therein, together with all ancillary agreements and instruments contemplated thereby.

4. Corporate Governance and Organizational Documents. Advice on public-company governance matters, including review and revision of the Company's amended and restated certificate of incorporation and amended and restated bylaws for public-company readiness; drafting and/or review of committee charters (Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee); preparation of corporate go

5. Equity Incentive Plan Design. Drafting and/or review of the Company's omnibus equity incentive plan to be adopted in connection with the IPO, including forms of award agreements (stock options, restricted stock units, performance-based awards), employee stock purchase plan (if applicable), and analysis of share reserve, share counting provisions, and stockholder-approval requirements.

6. Due Diligence. Participation in and coordination of comprehensive due diligence across the following areas: legal (corporate records, material contracts, litigation history, compliance); corporate (organizational documents, capitalization, equity issuances, stockholder agreements); regulatory (FERC, state PUC, environmental, permitting); tax (federal and state income tax, tax-equity structures, ITC/PTC compliance)

7. Lender Consent Procurement. Identification and analysis of change-of-control, assignment, and consent provisions in the Company's existing credit facilities, project-finance agreements, and tax-equity arrangements; coordination with the Company's treasury team and outside financial counsel in obtaining requisite lender consents, waivers, and amendments.

8. NYSE Listing Application. Preparation and filing of the application for listing of the Common Stock on the NYSE, including coordination with NYSE Regulation regarding listing standards compliance and any supplemental information requests.

9. FINRA Corporate Financing Filing. Preparation and filing of the FINRA corporate financing filing pursuant to FINRA Rule 5110, including review and disclosure of underwriting compensation, expenses, and related arrangements.

10. Blue Sky Compliance. Analysis and coordination of state securities law ("blue sky") compliance in all relevant jurisdictions, including preparation and filing of any required notices, consents, or qualifications.

11. Closing Deliverables. Preparation of all closing deliverables customary for a transaction of this type, including: legal opinion of issuer's counsel; negative assurance ("10b-5") letter; officers' certificates; secretary's certificate; good-standing certificates; bring-down comfort letters (coordination with Ashford & Pemberton LLP); and closing memorandum and signature pages.

12. Ongoing Advisory. Ongoing advice and counsel from the date of engagement through the closing of the Offering (or, if the Offering is not consummated, through formal dormancy or termination of the matter), including advice on Securities Act and Exchange Act compliance, Regulation FD, quiet-period restrictions, and communications with investors, analysts, and the media. SECTION 4: RESPONSIBLE ATTORNEYS AND STAFFING